Adalo Experts Program:

Experts Terms of Use

Apto Labs, Inc. Adalo Experts Program: Experts Terms of Use

Last Updated: October 25th, 2022

Welcome to the Adalo Expert’s Program (the “Expert’s Program”)! ​​

‍Introduction

These Adalo Experts Program - Experts Terms of Use (the “Experts Program Terms”) are a legal agreement by and between Apto Labs, Inc. (“Adalo” or "us" or "we") and each Expert of the Experts Program (hereinafter referred to as “you” or “your” or as a “Expert”) and sets forth the terms that govern your participation in the Experts Program.

YOUR PARTICIPATION IN THE ADALO EXPERTS PROGRAM IN ANY MANNER SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE ADALO EXPERTS PROGRAM TERMS, WHICH HEREBY INCORPORATE BY REFERENCE THE ADALO TERMS OF USE, PRIVACY POLICY AND THE ADALO EXPERT’S TERMS OF USE (AS APPLICABLE) (COLLECTIVELY, THE “TERMS”), AND ACKNOWLEDGEMENT THAT YOU HAVE READ AND ACCEPTED SUCH TERMS. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THESE EXPERTS PROGRAM TERMS AND THE ADALO TERMS OF USE, ADALO EXPERT'S TERMS OF USE OR PRIVACY POLICY, THESE EXPERTS PROGRAM TERMS SHALL PREVAIL WITH RESPECT TO SUCH CONFLICT. YOU AGREE TO REVIEW THE TERMS PERIODICALLY TO BE AWARE OF ANY MODIFICATIONS AND YOUR CONTINUED PARTICIPATION IN THE EXPERTS PROGRAM, INCLUDING, BUT NOT LIMITED TO YOUR USE OF THE EXPERTS DASHBOARD AND EXPERTS PROGRAM BENEFITS, SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF SUCH MODIFIED TERMS. CAPITALIZED TERMS USED HEREIN, UNLESS OTHERWISE DEFINED, SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE ADALO TERMS OF USE OR PRIVACY POLICY.

These Expert’s Program Terms were prepared and written in English.

Adalo Experts Program Overview

The Adalo Experts Program is designed to connect approved Adalo Experts to new client opportunities through the Adalo Experts Program. Adalo Expert Clients that submit Expert requests are matched with Adalo Experts that may provide relevant services pertaining to design, development, and coaching services supporting the Adalo platform. By enrolling and participating in the Experts Program, you may discover opportunities to optimize and scale your freelance or agency business through various resources and tools designed to help you meet your business needs. 

Participation in the Experts Program

Agencies, freelancers and other businesses that build applications for clients may participate in the Experts Program upon request and approval by Adalo, if they have an active Adalo account and enroll to the Experts Program through the Adalo website (“Expert(s)”). 

Benefits of the Experts Program

By enrolling and participating in the Experts Program, you may be eligible to access certain benefits designed to help your business scale, as such benefits are offered by Adalo at https://www.adalo.com/freelancers-agencies/ as may be amended from time to time and subject to the terms set forth herein (the “Experts Benefits”). Including but not limited to:

Receive leads for project requests from Adalo Expert Clients

A profile listed on the Adalo Experts Program

Access to the Adalo Experts Management Platform

Opportunity to participate in the Adalo Affiliates Program

‍Adalo Experts Program Access

Experts may also be eligible to apply to participate in the Adalo Experts Program, providing them an opportunity to scale their business by being matched with Adalo maker leads as potential Adalo Expert Clients. Following an application to the Adalo Experts Program, eligibility and approval to participate is governed by the Adalo Expert Program Experts Terms of Use. 

‍Using the Adalo Experts Program

‍Adalo Experts - Adalo Experts may be eligible to access and use the Adalo Experts Program by participating as a Adalo Expert in Adalo’s Expert Partnership Program, subject to the Partner Program Terms and the terms set forth below:

The Adalo Expert Partnership Program, as currently offered by Adalo at https://www.adalo.com/experts, is a program designed to help Adalo Experts scale their businesses by providing access to specified benefits, which may include priority support, and/or use of the Adalo Experts Program (as applicable). The Adalo Expert Program is governed by the Adalo Expert Program Terms of Use, which can be reviewed at https://www.adalo.com/freelancers-agencies, and are incorporated herein by reference (the "Adalo Experts Program - Experts Terms of Use"). As an Adalo Expert using the Adalo Experts Program via Adalo’s Partner Program, you acknowledge that you have read, understand and agree to the Partner Program Terms.

As an Expert in Adalo’s Partner Program and as set forth in the Adalo Experts Partner Program Terms, Adalo Experts may become eligible to unlock access to the Adalo Experts Program, among other specified benefits, by subscribing to certain Partner Packages (as those terms are defined in the Partner Program Terms). Once Adalo Experts Program access becomes unlocked, the Adalo Expert will have the opportunity to create its Profile, and Adalo Expert Clients shall be able to view such Profile after the Adalo Expert completes and clicks the "Update Profile" button, as indicated.

Adalo reserves the right to make changes from time to time to the Partner Program, including, but not limited to, updates or modifications to Partner Program eligibility and the benefits provided under any Partner Program Level or Partner Package, including, without limitation, accessibility and use of the Adalo Experts Program, as set forth in the Partner Program Terms.

Adalo shall have sole and absolute discretion regarding the eligibility of any Adalo Expert to access, use and offer any Services through the Adalo Experts Program, and does not guarantee that any Adalo Expert will be presented on the Adalo Experts Program for any minimum period of time or at all. Adalo reserves the right to remove any Adalo Expert from the Adalo Experts Program, limit the scope and/or type of Services a Partner may offer through the Adalo Experts Program and to require an Adalo Expert to remove  Content included in its Profile, at Adalo’s discretion. Adalo shall not be obligated to provide any explanations regarding its decisions in this respect.

By using the Adalo Experts Program, you confirm, undertake, acknowledge and warrant that:

All the information provided by you to Adalo and/or on the Adalo Experts Program is true and correct. You are solely responsible for editing and updating such information on your Profile, either by updating the profile via Adalo web services or submitting correct information to Adalo. You shall keep any Expert Content in your Profile up-to-date with no broken links or misinformation or general misleading of your abilities and competencies with the Adalo tool to receive more business. You are responsible for removing from your Profile any Expert Content you are not authorized to use anymore. Any information you provide must be true and up to date.

You have the full right and authority to present and publish the Expert Content presented in your Profile and your portfolio (including, without limitation, links and third party applications). You must not submit, upload, post, display or share any Expert Content that you do not have the right to copy, use, link to or share for the purpose of your use of the Adalo Experts Program. You shall be solely liable for any damages resulting from any infringement of copyrights, trademarks or other intellectual property rights, or any other harm resulting from your uploading, posting or publishing Expert Content to the Adalo Experts Program. You should have all rights required to present your portfolio.

All the applications submitted by you as part of your Profile were completed solely by you and are all applications designed on the Adalo platform. The work presented in your Profile cannot be templates or created by third-parties and should accurately reflect your abilities and the services you're being hired to perform.

You hereby grant Adalo the right to use in perpetuity, worldwide and free of charge, any version of your portfolio and/or Profile (or any part thereof) for (i) the purpose of marketing Services to Adalo Expert Clients as set forth herein, (ii) any of Adalo’s own marketing and promotional activities, online and/or offline and/or for (iii) the publishing of your portfolio. You waive any claims against Adalo or anyone on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to the Expert applications in your portfolio, with respect to such permitted uses.

You confirm and acknowledge that any Personal Information and other Information (as those terms are defined in Adalo’s Privacy Policy) you provide Adalo may become public and accessible to Adalo Expert Clients and other Adalo application visitors reviewing your Profile on the Adalo Experts Program, and may be used in connection with the "Find Me an Adalo Expert" feature.

You shall abide by fair business practices and ethics in any dealings with any Adalo Expert Client. You should act fairly and appropriately with your clients.

The order of presentation of the Adalo Experts’ Profiles on the Adalo Experts Program is subject to Adalo's sole and absolute discretion. Ranking is determined by parameters decided by Adalo. Parameters that may influence your ranking include, without limitation, any submitted information via the application form or presented on your Adalo Expert profile, response rate to leads, the number of Expert applications you present in your Profile, and the nature of the feedback we may receive from Adalo Expert Clients who have used your Services.

Adalo is not an employment service and does not serve as an employer of any Adalo Expert. As such, Adalo Experts are solely responsible for any tax, withholding or reporting obligations. You understand and agree that if Adalo is found to be liable for any tax, withholding or reporting obligation in connection with any Services provided or received by you, you will immediately reimburse and indemnify Adalo for all costs, expenses and liabilities (including any interest and penalties) relating to the same. Each Adalo Expert is responsible for the payment of their own taxes in any jurisdiction where they may be subject to tax liability.

Any information communicated to you about an Adalo Expert Client via the Adalo Experts Program shall be conveyed in conformity with the information provided to Adalo by such Adalo Expert Client. Adalo is not responsible for the truthfulness and validity of information provided by any Adalo Expert Client. Adalo is not responsible for information provided by third parties. You are  solely responsible for the management of Adalo Expert Client’s information in any Adalo Partner dashboard, whether such information is added and/or uploaded by you, or by Adalo on your behalf, in accordance with applicable law.

Adalo has the right to determine instructions and guidelines in connection with the use of the Adalo Experts Program, including regarding any languages to be used in the Profiles and Portfolios and may instruct the Adalo Experts to use specific languages. Adalo may furnish Adalo Experts with guidelines for their use of the Adalo Experts Program, including, but not limited to, the Adalo Experts Program Terms of Use located at https://www.adalo.com/experts/expert-program-terms-of-use and, in Adalo’s sole discretion, Adalo reserves the right to suspend or remove any Adalo Expert for a failure to adhere to or follow such guidelines.  Adalo can instruct you what languages to use in your Profile.

Adalo Experts are required to publish and present their starting rates for each Service they support in their Profiles. 

Each Adalo Expert may have only one Profile presented on the Adalo Experts Program. You may not have more than one profile in the Adalo Experts Program.

Adalo reserves the right to remove any Adalo Expert from the Adalo Experts Program or limit the services a Partner may offer through the Adalo Experts Program without notice, for any reason.

‍Expert Responsibilities

‍Compliance with Laws

In joining and participating in the Experts Program, and using the Experts Benefits offered by Adalo under the Experts Program, (a) Expert will conduct all its activities in full compliance with all applicable laws, statutes, rules, regulations and directives, including but not limited to privacy and data protection laws (including, without limitation, the TCPA, GDPR, CCPA, and other applicable data privacy regulations) (collectively, the “Applicable Laws”); (b) Expert will obtain and maintain, at its own expense, all regulatory and legal licenses and certifications, governmental or otherwise, necessary for Expert, its employees, agents and distributors to use the Experts Benefits and/or Premier Experts Benefits, and to otherwise participate in the Experts Program; and (c) Expert shall avoid deceptive, misleading or unethical practices, and not disparage Adalo or its platform or any of the services or products offered by Adalo in any manner.

Expert Promotional Activity

In the event that Expert engages in any marketing and/or promotional activity of Adalo or in connection to Expert’s use of Adalo (“Expert Marketing”), Expert agrees to: (a) comply with all Applicable Laws, including but not limited to those governing email marketing, “opt in” and consent to email marketing, “opt out” and unsubscribing to email marketing, and spamming; (b) not violate any intellectual property or other rights of any third party; (c) not use the Adalo brand or trademarks in a way that disparages or misrepresents Adalo or causes confusion to Expert’s or Adalo’s customers; and (d) comply with all guidelines and requirements governing the use of the Adalo brand and trademarks, as prepared by Adalo and amended from time to time. 

Confidentiality

Adalo (and its affiliated companies) may disclose to Expert certain information as a result of Expert’s participation in the Experts Program, which information Adalo considers to be confidential (herein referred to as “Confidential Information”). Confidential Information shall not include information which Expert can show through written documentation is:  (i) already known to Expert at the time of disclosure, or is publicly available at the time of disclosure; (ii) becomes generally known to the public after disclosure through no act or omission of Expert in breach of this Agreement; (iii) is disclosed to Expert by a third party who is not  in breach of an obligation of confidentiality; or (iv) was, is or will be independently developed by Expert without use of the Confidential Information.

Expert shall at all times keep and hold the Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose without Adalo’s prior written consent, except as may be reasonably necessary for the performance of its obligations under the Terms, or as required by law, regulation, or order of any court of proper jurisdiction (but provided that, if legally permitted, the Expert will give Adalo prompt written notice of such requirement or court order and will use reasonable efforts to ensure only the minimum disclosure of Confidential Information as required.

‍Personal Information
‍
Experts may receive Personal Information of Adalo Expert Clients, either via the Adalo Experts Program or directly from such Adalo Expert Clients. For example, upon request for engagement, the Adalo Experts that were chosen will be provided with the contact information of respective Adalo Expert Client. Any Personal Information you receive through the Adalo Experts Program may only be used for the provision of Services on the Adalo platform. Any requests sent by any Adalo Expert Clients to the Adalo Experts via the Adalo Experts Program should be limited to the inquiry regarding Services for such Adalo Expert Clients application and may not contain any other unrelated requests, offers or proposals. 

In order to allow you to offer your services in the Marketplace, Adalo may provide you with access to Adalo Expert Client’s contacts, which may include Personal Data, on the Adalo platform, in accordance with the Adalo Terms and the Privacy Policy and in accordance with and subject to applicable data privacy laws.  You acknowledge and agree that you and Adalo will each act as a separate, independent Controller of Adalo Expert Clients’ Personal Data shared with you by Adalo as part of your activity in the Adalo Experts Program (if any) when it is processed on the Adalo platform. Each of You and Adalo shall be independently responsible for compliance with each party’s respective obligations as a Controller with respect to Personal Data of Adalo Expert Clients processed on the Adalo platform.  You further acknowledge and agree that Adalo is not and shall not be deemed a Controller of any processing activity concerning Personal Data of Adalo Expert Clients that is conducted by you outside the Adalo platform, whether through your business or personal email or otherwise. The terms “GDPR”, “Personal Data”, “Controller” and “Processing”, shall have the meanings assigned to them in the Privacy Policy.

‍Third-Party Disputes

Because Adalo is neither involved in Adalo Expert to Expert Client dealings nor control the behavior of Experts or Expert Clients, Experts and Expert Clients must resolve any issues, disputes or concerns directly with each other. Any commercial interaction with any party or person other than Adalo or purchase of Services from such party is done at your own risk. If you have a dispute with a Client including, without limitation, regarding their support, services, performance, payment and/or conduct you will need to handle it through the means they provide. Adalo will not mediate any Expert to Expert Client disputes.

Adalo will not get involved in any disputes between Adalo Expert Clients and Adalo Experts. Such disputes should be resolved directly between the Clients and the Partners.

‍No Warranties or Guarantees

The Experts Program does not guarantee Experts any profit, revenue, savings, sales, business opportunities or otherwise success.

Any and all disputes arising from or relating to the Experts Program and any Experts, individuals, companies or owners shall be the sole responsibility of the parties involved. Each Expert hereby waives, any and all rights or claims the Expert may have, now or in the future, in connection with any disputes between the Expert and any other Expert, any owner, Contributor or other individual or company in connection with the Experts Program and any Experts Benefits provided therein, including but not limited to the Revenue Share. Each Expert hereby agrees and acknowledges that Adalo will not be liable in any manner for any damages, losses, or claims arising from or relating to the Experts Program.

Adalo provides the Experts Program (and any part or feature or benefit thereof) on an “As Is”, “with all faults” and “As Available” basis, without any warranties of any kind, including any implied warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, or any other warranty – all to the fullest extent permitted by law. Adalo specifically does not represent or warrant that the Experts Program (or any part or feature or benefit thereof) will be provided in accordance with any requests or instructions. Each Expert hereby agrees and acknowledges that the Experts Program and any all benefits or features therein may be provided by Adalo, in its sole discretion, based on available resources, limitations, restrictions and other business or similar factors.

The Experts Program (and any part or feature or benefit thereof) may contain links to third party websites and/or platforms (collectively, “Third Party Sites”). These Third Party Sites are owned, controlled and/or maintained solely by third parties over whom Adalo exercises no control. Accordingly, Adalo expressly disclaims and shall not have any liability or responsibility for (i) any Third Party Sites appearing on or within the Experts Program, or (ii) the products or services provided by, available through, or advertised on any Third Party Sites accessible through the Experts Program, or any content, materials, or any information thereof. The implementation of any Third Party Sites within the Experts Program does not imply an endorsement by Adalo with respect to any third party, any third party content, or any third party products or services.

ADALO DOES NOT MAKE ANY WARRANTY OR GUARANTEE AS TO THE RESULTS OR BENEFITS THAT MAY BE OBTAINED FROM PARTICIPATION IN THE ADALO EXPERTS PROGRAM, AND NO INFORMATION, REPORT, ADVICE OR BENEFITS OBTAINED BY YOU FROM ADALO OR THROUGH THE ADALO EXPERTS PROGRAM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ADALO OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. FURTHER, ADALO MAKES NO WARRANTY REGARDING ANY  SERVICES EXECUTED THROUGH ANY THIRD PARTY, OR BY ANY THIRD PARTY IN CONNECTION WITH ADALO’S SERVICES, AND YOU UNDERSTAND AND AGREE THAT SUCH THIRD PARTY TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK.

‍Indemnification

In addition to your obligation of indemnification under the Adalo Terms and the Adalo Experts Program Terms, you agree to defend, indemnify and hold harmless Adalo, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including attorneys’ fees) arising from (i) your violation of any third party right, including any copyright, property, or privacy right, resulting from your participation in the Experts Program; (ii) any agreement signed with your customers in relation to Adalo’s services; (iii) any omission or inaccuracy in your Expert Marketing towards your customers or other third parties in relation to Adalo’s services; and (iv) any breach of the Terms, including, without limitation, the representations or warranties made by you or any non-compliance with any legal or regulatory requirement.  This paragraph will not be construed to limit or exclude, and shall be in addition to, any other claims or remedies which Adalo may assert in equity or by law.

‍LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL ADALO, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AND AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF EXPERT OR ITS CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE SOLUTIONS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. 

‍Customer Service Contact
‍
To get in touch with us, please contact our Customer Care team at support@adalo.com. 

‍Experts Program Changes and Termination

Adalo will be entitled at its own discretion to modify, update, suspend or terminate the Experts Program, or any portion thereof, from time to time, including, but not limited to, the Experts Benefits, with or without prior notice to Experts. Adalo may, in its sole discretion, suspend or terminate a Expert’s membership to the Experts Program, including any Experts Benefits provided to a Expert under the Experts Program, at any time, with or without notice, if in Adalo’s sole discretion Adalo determines such Expert has violated the Terms, including without limitation, with respect to Experts who have multiple instances of site cancellations, are deemed to have engaged in suspicious behavior, and/or are associated with accounts with non-payment.

VIOLATION OF ANY OF THE TERMS OR ANY DOCUMENT INCORPORATED HEREIN MAY RESULT IN THE IMMEDIATE TERMINATION OF YOUR PARTICIPATION IN THE EXPERTS PROGRAM, WITH OR WITHOUT NOTICE. YOU AGREE TO PARTICIPATE IN THE PROGRAM AT YOUR OWN RISK AND EXPENSE.

‍Changes to this document

Adalo may change, suspend or terminate any feature of the Adalo Experts Terms of Use, at any time and in any manner, with or without notice. 

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